BCB BANCORP, INC. (NASDAQ:BCBP) Files An 8-K Other Events

On June 7, 2017, BCB Bancorp, Inc. (“BCB”), entered into an
Agreement and Plan of Reorganization (the “Agreement”) with IA
Bancorp, Inc. (“IAB”), providing for, among other things, the
merger of IAB with and into BCB (the “Merger”), with BCB as the
surviving entity. The Agreement also provides for the merger of
Indus-American Bank, a New Jersey chartered bank and wholly owned
subsidiary of IAB, with and into BCB Community Bank, a New Jersey
chartered bank and wholly owned subsidiary of BCB, with BCB
Community Bank as the surviving entity. The Agreement has been
unanimously approved by the boards of directors of each of BCB
and IAB.

Subject to the terms and conditions of the Agreement, at the
effective time of the Merger (the “Effective Time”), IAB
shareholders will have the right to receive, for each share of
IAB common stock, either (i) 0.189 of a share of BCB common
stock, or (ii) $3.05 in cash, at the election of such holder,
subject to adjustment if IAB’s tangible common equity falls
below a certain level. All such elections are subject to
adjustment on a pro rata basis, so that approximately 20% of the
aggregate consideration paid to IAB shareholders will be cash and
approximately 80% will be BCB common stock. In addition, BCB is
issuing two series of preferred stock in exchange for two
outstanding series of IAB preferred stock. The two series of BCB
preferred stock will have terms substantially similar to the
terms of the two series of IAB preferred stock.

At the Effective Time, each option granted by IAB to purchase
shares of IAB common stock under IAB’s equity plan that is
unexpired, unexercised and outstanding, whether vested or
unvested, will be canceled and converted into the right to
receive a cash payment equal to the difference, if positive,
between $3.05 and the exercise price of the option.

The Agreement contains customary representations and warranties
from both BCB and IAB, and each party has agreed to customary
covenants including, among others, covenants relating to (1) the
conduct of IAB’s business during the interim period between the
execution of the Agreement and the consummation of the Merger,
(2) each party’s obligations to facilitate IAB’s shareholders’
consideration of, and voting upon, the Agreement and the Merger,
(3) the recommendation by the IAB board of directors in favor of
approval of the Agreement and the Merger by IAB’s shareholders,
(4) IAB’s obligation to submit the Agreement to its shareholders
for approval at a meeting of shareholders held for that purpose,
and (5) IAB’s non-solicitation obligations relating to
alternative business combination transactions.

The completion of the Merger is subject to customary closing
conditions, including (1) approval of the Agreement by IAB’s
shareholders, (2) receipt of required regulatory approvals
without the imposition of a condition that would have or be
reasonably likely to have a burdensome effect on BCB, (3) the
absence of any law or order prohibiting the consummation of the
Merger, (4) approval of the listing on the NASDAQ Global Select
Market of BCB common stock to be issued in the Merger, and (5)
the effectiveness of the registration statement for BCB common
stock to be issued in the Merger. Each party’s obligation to
complete the Merger is also subject to certain additional
customary conditions, including (a) subject to certain
exceptions, the accuracy of the representations and warranties of
the other party, (b) performance in all material respects by the
other party of its obligations under the Agreement, and (c)
receipt by such party of an opinion from counsel to the effect
that the Merger will qualify as a reorganization within the
meaning of the Internal Revenue Code of 1986, as amended. In
addition, BCB’s obligation to complete the Merger is subject to
IAB maintaining certain asset quality metrics and meeting certain
regulatory capital levels.

The Agreement contains certain termination rights for both BCB
and IAB and further provides that a termination fee of $800,000
will be payable by IAB to BCB upon termination of the Agreement
under certain specified circumstances.

The foregoing description of the Merger and the Agreement does
not purport to be complete and is qualified in its entirety by
reference to the Agreement, which is attached hereto as Exhibit
2.1 and incorporated by reference herein. The Agreement has been
attached as an exhibit to this report in order to provide
investors and security holders with information regarding its
terms. It is not intended to provide any other financial
information about BCB, IAB or their respective subsidiaries and
affiliates. The representations, warranties and covenants of each
party set forth in the Agreement were made only for purposes of
the Agreement and as of specific dates, and were and are solely
for the benefit of the parties to the Agreement, may be subject
to limitations agreed upon by the parties, including being
qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the parties
that differ from those applicable to investors. Accordingly, the
representations and warranties may not describe the actual state
of affairs at the date they were made or at any other time, and
investors should not rely on them or any descriptions of them as
statements of facts or conditions of BCB, IAB or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties
and covenants may change after the date of the Agreement, which
subsequent information may or may not be fully reflected in the
parties’ public disclosures. Accordingly, the Agreement is
included with this filing only to provide investors with
information regarding the terms of the Agreement, and not to
provide investors with any other factual information regarding
BCB or IAB, their respective affiliates or their respective
businesses. The Agreement should not be read alone, but should
instead be read in conjunction with the other information
regarding BCB, IAB, their respective affiliates or their
respective businesses, the Agreement and the Merger that will be
contained in, or incorporated by reference into, the Registration
Statement on Form S-4 that will include a proxy statement of IAB
and a prospectus of BCB, as well as in the Forms 10-K, Forms 10-Q
and other filings that BCB makes with the Securities and Exchange
Commission (the “SEC”).

In addition to and concurrently with execution of the Agreement,
each of the directors of IAB in their capacity as shareholders of
IAB entered into voting agreements with BCB and IAB, under which
the directors agreed to vote their shares of common stock of IAB
in favor of the Agreement and the Merger at the special meeting
of IAB’s shareholders at which these matters are to be
considered. Under the voting agreements, the directors have also
agreed (1) with certain exceptions, not to transfer any their
shares of common stock of IAB until satisfaction of certain
conditions, and (2) not to solicit the customers or employees of
BCB or IAB for one year following consummation of the Merger.

Forward-Looking Statement Disclaimer

This release, like many written and oral communications presented
by BCB Bancorp, Inc., and our authorized officers, may contain
certain forward-looking statements regarding our prospective
performance and strategies within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. We intend such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are
including this statement for purposes of said safe harbor
provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies, and
expectations of the Company, are generally identified by use of
words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “plan,” “project,” “seek,” “strive,” “try,”
or future or conditional verbs such as “could,” “may,”
“should,” “will,” “would,” or similar expressions. Our
ability to predict results or the actual effects of our plans or
strategies is inherently uncertain. Accordingly, actual results
may differ materially from anticipated results.

In addition to factors previously disclosed in BCB’s reports
filed with the SEC and those identified elsewhere in this
document, the following factors among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: ability to obtain regulatory approvals
and meet other closing conditions to the merger, including
approval by IAB shareholders on the expected terms and schedule;
delay in closing the merger; difficulties and delays in
integrating the IAB business or fully realizing cost savings and
other benefits of the merger; business disruption following the
merger; changes in asset quality and credit risk; the inability
to sustain revenue and earnings growth; changes in interest rates
and capital markets; inflation; customer acceptance of BCB
products and services; customer borrowing, repayment, investment
and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize
cost savings or revenues or to implement integration plans and
other consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities,
and other actions of the Federal Reserve Board and legislative
and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.

Important Additional Information and Where to Find It

In connection with the proposed merger, BCB will file with the
SEC a Registration Statement on Form S-4 that will include a
proxy statement of IAB and a prospectus of BCB, as well as other
relevant documents concerning the proposed transaction. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval. SHAREHOLDERS OF IAB ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BY BCB, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.

A free copy of the proxy statement/prospectus, as well as other
filings containing information about BCB, may be obtained at the
SEC’s Internet site (http://www.sec.gov), when they are filed by
BCB. You will also be able to obtain these documents, when they
are filed, free of charge, from BCB at www.bcbcommunitybank.com
under the heading “Investor Relations” and then under “SEC
Filings.” Copies of the proxy statement/prospectus can also be
obtained, when it becomes available, free of charge, by directing
a request to BCB Community Bank, 595 Avenue C, Bayonne, NJ 07002,
Attention: Thomas Keating, Telephone: 201.823.0700 or to
Indus-American Bank, 1630 Oak Tree Road, Edison, NJ 08820,
Attention: James Atieh, President and CEO, Telephone:
732-603-8200.

IAB and Indus-American Bank and their directors, executive
officers and certain other members of their management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
concerning all of the participants in the solicitation will be
included in the proxy statement/prospectus relating to the
proposed transaction when it becomes available. Free copies of
this document may be obtained as described in the preceding
paragraph.

Item 9.01. Financial Statements and Exhibits.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS FILED HEREWITH

* Schedules and exhibits have been omitted